is a 2006 Happy Madison film about Clark Reedy (Jon Heder) and Richie Goodman (David Spade), a pair of grown nerds, and their far less nerdy and older friend, Gus Matthews (Rob Schneider). Gus' wife Liz (Molly Sims) is desperate to get pregnant while Gus is a bit reluctant. They save a child from bullies while Gus was teaching the others baseball, and later defeat them in the same game. The child that they helped's father, a billionaire named Mel Carmichael (Jon Lovitz), returns and proposes them to play in a tournament with some of the nastier children's teams to raise awareness of bullying and its consequences, as none of them were allowed to play sports as children.
The film provides examples of:
- As Himself - Reggie Jackson appears to help train Clark and Richie, claiming to be a childhood friend of Mel.
- Basement-Dweller: Richie's brother Howie is afraid of the sun, but instead of the basement he hides in the closet and never leaves the house. Richie only manages to get Howie to come out to play baseball by telling him that there's a serial killer on the loose who only kills people named Howie in his neighborhood.
- Broken Pedestal: Gus for everyone who admired him once his history as a bully comes to light. Later rebuilt thanks to testimony and forgiveness from his old victim.
- The Atoner - Gus, once it becomes known that he bullied a child into a mental institution.
- Do-Anything Robot - Number 7.
- Drill Sergeant Nasty - Jerry is a rather cruel coach to the children on his team, so much so that they turn on him and purposefully let the other team score in the final game. And then gave him an atomic wedgie.
- Fake Hair Drama: Steven was teased about his prematurely receding hairline has a child, causing him to wear a hair piece.
- Fiction 500 - Mel keeps a billion dollars in cash on his person, and funds an entire state-of-the-art baseball pitch with added playgrounds and a pool, hiring enough workers to build it in a single day.
- Heel-Face Turn - Jerry's team in the final game. Gus when he was growing up.
- Hot Potato:- Former baseballer Reggie Jackson trains Gus Richie and Clark . One of his drills is a literal hot potato—from the oven! Reggie tosses it to Gus who quickly tosses it to Richie. Richie quickly throws the potato to Clark—who ''still holds on, burning his hand. Eventually, Clark flings the hot spud out the window, where it hits the Number 7 robot mowing the lawn, causing it to accidentally shave the fur off side of a sleeping dog
- Insult Backfire - Jerry's "derogatory" nickname to Gus causes Gus to mock Jerry, and eventually becomes the name of the Benchwarmers' tour bus.
- Jerk Jock - Jerry Fairy, and Gus when he was a child.
- Playing Against Type - Rob Schneider finally gets a role where he can be dignified, even when NOT compared to the childish characters David Spade, Nick Swarsden and Jon Heder play.
- also Former Late show host Craig Kilborn plays total [jerkass] coach "Fairy Jerry"
- Shout-Out - The most obvious ones being Kit from Night Rider, a Darth Vader gatekeeper system, and various other models, including Yoda and R2-D2, all owned by Mel himself. Heck, there's a ton of Star Wars and other shout-outs in this movie.
- Uncle Pennybags - Mel.
- You Are Number Six - Number 7.